UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2024
Commission
File Number: 001-40688
DRAGANFLY
INC.
(Translation
of registrant’s name into English)
235
103rd St. E.
Saskatoon,
Saskatchewan S7N 1Y8
Canada
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Draganfly
Inc. |
| |
(Registrant) |
| |
|
|
| Date:
November 25, 2024 |
By: |
/s/
Paul Sun |
| |
Name: |
Paul
Sun |
| |
Title: |
Chief
Financial Officer |
Form
6-K Exhibit Index
Exhibit 99.1
FORM
51-102F3
MATERIAL CHANGE REPORT
| Item
1 | Name
and Address of Company |
Draganfly Inc. (“Draganfly” or the “Company”)
235
103rd St. E.
Saskatoon,
Saskatchewan S7N 1Y8
| Item
2 | Date
of Material Change |
November 18,
2024 and November 19, 2024
News releases disclosing
the material changes were disseminated through the Globe Newswire on November 18, 2024 and November 19, 2024 and filed under the Company’s
profile on SEDAR+ at www.sedarplus.ca.
| Item
4 | Summary
of Material Change |
On
November 18, 2024, the Company announced an offering in the United States of 1,600,000 units of the Company at a price of US$2.35
per unit (the “Units”) for gross proceeds of approximately US$3,760,000 (the “Offering”).
On
November 19, 2024, the Company announced:
| (a) | it
had completed its previously announced Offering; |
| | | |
| (b) | in
connection with the Offering, the Company filed a prospectus supplement to the Company’s
short form base shelf prospectus dated June 30, 2023 in each of the Provinces of British
Columbia, Saskatchewan and Ontario and with the U.S. Securities and Exchange Commission
(“SEC”) in the United States (the “Prospectus Supplement”);
and |
| | | |
| (c) | it
had entered into an agreement to reduce the exercise price of certain pre-existing warrants
to CA$3.3086 (or US$2.35) per share. |
Item
5
| Full
Description of Material Change |
| 5.1 | Full
Description of Material Change |
Offering
On
November 19, 2024, the Company announced it had completed its previously announced Offering and issued 1,600,000 Units at a
price of US$2.35 per Unit, for gross proceeds to the Company of approximately US$3,760,000, before deducting underwriting discounts
and other Offering expenses.
Each
Unit consisted of: (i) one common share in the capital of the Company (each a “Common Share”) or one pre-funded warrants
to purchase one Common Share in lieu thereof; and (ii) one common share purchase warrant in the capital of the Company (each a “Common
Warrant”), with each whole Common Warrant entitling the holder thereof to purchase one Common Share at the exercise
price of US$2.35 (CA $3.3086) per Common Share for a period of five years following the date of issuance.
Maxim
Group LLC acted as sole placement agent for the Offering.
Draganfly
intends to use the net proceeds from the Offering for general corporate purposes, including to fund its capabilities to meet demand for
its new products including growth initiatives and/or for working capital requirements including the continuing development and marketing
of the Company’s core products, potential acquisitions and research and development.
The
Offering was made pursuant to an effective shelf registration statement on Form F-10, as amended, (File No. 333-271498) previously filed
with and subsequently declared effective by the SEC on July 5, 2023 and the Company’s Canadian short form base shelf prospectus
dated June 30, 2023 (the “Base Shelf Prospectus”). Draganfly offered and sold the securities in the United States
only. No securities were offered or sold to Canadian purchasers.
On
November 19, 2024, the Company also announced that it had filed the Prospectus Supplement in connection with the Offering, with each
of the provinces of British Columbia, Saskatchewan and Ontario and with the SEC in the United States.
The
Prospectus Supplement and accompanying Base Shelf Prospectus relating to the Offering and describing the terms thereof have been filed
with the applicable securities commissions in each of the Canadian provinces of British Columbia, Saskatchewan and Ontario and with the
SEC in the United States, and copies are available for free by visiting the Company’s profiles on the SEDAR+ website at www.sedarplus.ca
or the SEC’s website at www.sec.gov, as applicable.
Warrant
Amendment
Pursuant
to previous offerings in the United States, the Company issued warrants to purchase 256,000 common shares at an exercise price of CA$5.6925
(US$4.1152) on October 30, 2023 (“October Warrants”), warrants to purchase 540,541 common shares at an exercise price
of CA$5.625 (US$4.1155) on May 1, 2024 (the “May Warrants”) and warrants to purchase 666,667 common shares at an exercise
price of CA$5.12 (US$3.75) on August 21, 2024 (the “August Warrants”, collectively with the October Warrants and May
Warrants, the “Existing Warrants”). In connection with the closing of the Offering, the Company and the holder of
the Existing Warrants entered into an amendment agreement (the “Amendment Agreement”), whereby the exercise price
of the Existing Warrants was reduced to CA$3.3086 (or US$2.35) per share, respectively.
| 5.2 | Disclosure
for Restructuring Transactions |
Not
applicable.
| Item
6 | Reliance
on subsection 7.1(2) of National Instrument 51-102 |
Not
applicable.
| Item
7 | Omitted
Information |
Not
applicable.
Paul
Sun, Chief Financial Officer
Tel: 1.800.979.9794
November
25, 2024
Forward-Looking
Statements
Certain
statements contained in this material change report may constitute “forward-looking statements” or “forward-looking
information” within the meaning of applicable securities laws. Such statements, based as they are on the current expectations of
management, inherently involve numerous important risks, uncertainties and assumptions, known and unknown. In this material change report,
such forward-looking statements include, but are not limited to, statements regarding the anticipated use of proceeds. Actual future
events may differ from the anticipated events expressed in such forward-looking statements. Draganfly believes that expectations represented
by forward-looking statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. The reader
should not place undue reliance, if any, on any forward-looking statements included in this material change report. These forward-looking
statements speak only as of the date made, and Draganfly is under no obligation and disavows any intention to update publicly or revise
such statements as a result of any new information, future event, circumstances or otherwise, unless required by applicable securities
laws. Investors are cautioned not to unduly rely on these forward-looking statements and are encouraged to read the offering documents,
as well as Draganfly’s continuous disclosure documents, including its current annual information form, as well as its audited annual
consolidated financial statements which are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
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